Bored with preparing for the next day's tutorial, Peter Parker decides to don his Spider-Man costume and web-swing out over the city. Meanwhile, at Ryker's Island Prison, two guards watch with amusement as the Sandman struggles to escape from a "flowing plexiglass bubble" designed by Reed Richards. Quite transparent, the elastic bubble easily withstands The Sandman's strongest blows while containing all of his body's sand grains. Making his rounds in another section of the prison, a guard named Grant Stevens passes by the cell of Machine Man's old enemy, Baron Brimstone. A skillful illusionist, Brimstone quickly hypnotizes Stevens into releasing him and accompanying him to the property office. There Brimstone exchanges his prison clothing for his magician's costume. A few moments later, much to the surprise of the onlooking guards, Brimstone emerges from a puff of smoke in the Sandman's cell. Stunning the guards with energy bolts, the red-bearded criminal greets the astonished Sandman. When one of the guards pulls out his pistol, Brimstone disables him with another energy blast. Then he hurriedly requests the Sandman's aid in a "matter of personal vengeance," and the Sandman quickly agrees.

A gesture from the magician causes the Sandman's plexiglass bubble to vanish, and the two criminals teleport away in another puff of smoke. Seconds later, they materialize in front of Brimstone's huge Upper Westchester mansion. Brimstone's display truly impresses the Sandman, and Brimstone declares that he has become reasonably competent in the mystic arts after years of study. Yet, he continues, he also uses advanced technology when necessary. The Sandman can see the teleportation device strapped to Brimstone's back when Brimstone removes his cape. When he asks whom Brimstone wants destroyed, the magician explains that Machine Man recently disrupted a highly profitable enterprise of his and so must pay for his impertinence. Then he remarks that Machine Man seemed inordinately fond of a Delmar Insurance Company file clerk named Pamela Quinn, and the Sandman immediately suggests kidnapping the woman to bait their trap. Together, gloats Brimstone, they will destroy the Machine Man. The next morning, as Peter heads to class at Empire State University, he hears a radio bulletin about the Sandman's escape. At the same time, in an East Side apartment, psychologist Peter Spaulding asks his roommate, Machine Man, whether he has heard the news. Yes, he replies as he attaches his human face to his head, his internal monitors picked up the bulletin. Thus disguised as Aaron Stack, he leaves for work, knowing that Baron Brimstone will find him before too long.

Several hours later, at the Wall Street headquarters of Delmar Insurance, Eddie Harris approaches Pamela Quinn with another get-rich-quick scheme. He has learned from his "financial advisers" that a certain football quarterback is going to deliberately lose his game, and he says they can "clean up" on the point spread. Pamela quickly declines, and Harris is equally unsuccessful with Aaron Stack. Seconds after the disappointed Harris departs, Baron Brimstone and the Sandman emerge from a puff of smoke in the middle of the office. Delmar's employees run for cover as the two criminals search for Pamela, wreaking havoc. The Sandman soon spots her, but Stack warns her to duck under a desk and then leaps at the criminal. A powerful punch hurls Stack through two walls, and when he comes to rest beside the building's outer wall, he quickly changes into Machine Man.

Just then Spider-Man web-swings by. When his spider-sense tingles, he crashes through the Delmar office window and dives toward the Sandman—just as Machine Man attacks from the opposite side. The Sandman ducks and Spider-Man and Machine Man collide. Seeing Spider-Man, Brimstone recommends a strategic retreat, and the Sandman, having snatched Pamela in the meantime, orders Brimstone to teleport them out of there. This the magician does, though he is not pleased that the Sandman has started issuing commands. Each criminal silently promises himself to get rid of his partner at the first opportunity. As the Baron raises his smokescreen, Spider-Man recovers and sticks a spider-tracer to Pamela's dress. Machine Man tries to grab the criminals with his extended arms, but he is too late, and they and their victim vanish. Spider-Man and Machine Man, never having met before and knowing of one another only through unfavorable newspaper accounts, regard each other with suspicion. Then Spider-Man punches the mechanical man in the jaw, Machine Man retaliates with a punch of his own, and they start to battle. Machine Man tries to defeat Spider-Man to get him to listen to reason, and Spider-Man tries to disable Machine Man so he will not be a threat.

They are, however, very evenly matched, and the battle continues for some time. Machine Man's internal heating units melt away Spider-Man's webbing, and Spider-Man's agility keeps him out of reach of Machine Man's extendable appendages. Then the telephone rings and Eddie Harris rushes from his hiding place to answer it, hoping that the caller is his football tipster. Machine Man hauls Eddie out of the way and at the same time punches Spider-Man, who lands on the telephone and shatters it, much to Eddie's chagrin. Then the robot wraps Spider-Man up in his arms. Noting that he could easily crush Spider-Man to a pulp if he chose to, Machine Man instead lets him go to prove his good intentions. This convinces Spider-Man, and he quickly apologizes for the trouble. Then the police arrive. Not wanting to become entangled with the law, the two crime-fighters agree to meet in a safer place, smash through the window and escape. A few minutes later, as Spider-Man hangs by a web-line from the cornice of a nearby building, he explains that he lost contact with his spider-tracer when Brimstone vanished. Machine Man quickly analyzes a duplicate tracer and picks up Brimstone's signal from somewhere thirty miles north of the city.

Because this is some distance to travel, Machine Man suggests they head for Garvin's Garage, where Gears Garvin rigs up a helicopter rotor for the robot's head. With Spider-Man comfortably suspended from Machine Man in a web-hammock, they fly to Brimstone's mansion in 38 minutes. Pamela Quinn is in the house, bound to a chair and protesting to Brimstone and the Sandman that she has no idea how to contact Machine Man and is in fact terrified of him. When Spider-Man and Machine Man enter, Spider-Man slams Brimstone into a wall with his webbing. The Sandman shapes himself into a steamroller and attacks, but Spider-Man and Machine Man leap out of the way, and the criminal crashes through a wall. Machine Man follows, and the Sandman envelops him in a cloud of sand. Simultaneously, Brimstone attacks Spider-Man with explosive spheres. When Spider-Man dodges, Brimstone creates an interdimensional gateway, and Spider-Man follows him through it. Much to his surprise, he finds himself in a strange "quasi-universe" with Baron Brimstone levitating on a chunk of debris in front of him. Spider-Man dodges Brimstone's energy blasts, but when he moves in on the sinister sorcerer, Brimstone conjures up a trio of demons to keep him at bay. Spider-Man tries to punch one of them, but the demon's head turns to mist and the blow passes harmlessly through him. Then the demon picks Spider-Man up by his head and throws him to his partners.

After being tossed around like a beanbag, Spider-Man snags the branch of a treelike plant and leaps from demon to demon toward Brimstone. Finally, he grapples with Brimstone himself, and as the magician struggles to weave more spells, Spider-Man snaps some wires in his teleportation device. There is a small explosion and the two battlers suddenly materialize back at the mansion, where the Sandman is still fighting Machine Man. A powerful punch sends Brimstone flying and distracts the Sandman long enough for Machine Man to loosen the couplings at his waist and make a whirling fan of his upper body. To avoid being scattered, the Sandman hardens his body, and then Spider-Man blinds him with webbing. Before the Sandman can tear free, Machine Man sticks his arm into an electrical outlet and knocks him out with a powerful jolt of electricity. Then they turn to Brimstone, but he has reconnected the wires in his teleportation unit and vanishes in a cloud of smoke. When Machine Man frees Pamela, she shudders, telling him to keep his "cold inhuman hands" away from her. Then she throws herself into Spider-Man's arms, wishing that Aaron Stack were there to protect her. Profoundly disturbed by her reaction, Machine Man dejectedly walks away.

Notes

Continuity Notes

Baron Brimstone recounts his previous defeat at the hands of Machine Man. This occurred in Machine Man #16.